UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On October 12, 2023, Baudax Bio, Inc. (the “Company”) held a Special Meeting of Shareholders (the “Special Meeting”). The following proposals were submitted to the shareholders at the Special Meeting:
| 1. | In accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), upon conversion of the Company’s Series X Non-Voting Convertible Preferred Stock, par value $0.01 per share (“Series X Preferred Stock”), issued on June 29, 2023 (the “Conversion Proposal”); |
| 2. | An amendment to the Amended and Restated Articles of Incorporation to effect a reverse stock split of the Company’s Common Stock at a ratio to be determined by the Company’s Board of Directors (the “Board”) within a range of one-for-ten (1:10) and one-for-forty (1:40) (or any number in between), to be effected in the sole discretion of the Board at any time within one year of the date of the Special Meeting without further approval or authorization from the Company’s shareholders (the “Reverse Stock Split Proposal”); |
| 3. | In accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock pursuant to the Company’s equity line of credit with Alumni Capital LP (the “ELOC Issuance Proposal”); |
| 4. | In accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock issuable upon the exercise of Series A-7 Warrants to purchase shares of Common Stock issued to institutional investors on August 21, 2023, with an exercise price that may be equal to or less than $0.56 per share, depending on the volume-weighted average share price of the five days following completion of the reverse stock split as set forth above (the “Warrant Exercise Proposal”); |
| 5. | Ratification of the selection of EisnerAmper LLP (“EisnerAmper”) as the Company’s independent registered public accounting firm for the 2023 fiscal year (the “Auditor Proposal”); and |
| 6. | The adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for the above proposals (the “Adjournment Proposal”). |
As of the record date for the Special Meeting, there were 9,177,340 shares of Common Stock outstanding and 36,267.059 shares of the Company’s Series C preferred stock, par value $0.01 per share (“Series C Preferred Stock”) outstanding. The Series C Preferred Stock voted together with the outstanding shares of Common Stock as a single class exclusively with respect to the Reverse Stock Split Proposal and the Adjournment Proposal, and was not be entitled to vote on any other matter. The following is a brief description of the final voting results from the Special Meeting.
Proposal 1 – Conversion Proposal. The Conversion Proposal was approved, as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 1,817,213 |
230,810 | 29,499 | 1,901,338 |
Proposal 2 – Reverse Stock Split Proposal. The Reverse Stock Split Proposal was approved, as follows:
| Votes For |
Votes Against |
Abstentions (Counted |
Broker Non-Votes (Counted as | |||
| 4,284,122,843 |
834,124,291 | 77,988,911 | 0 |
Proposal 3 – ELOC Issuance Proposal. The ELOC Issuance Proposal was approved, as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 3,028,159 |
233,483 | 28,065 | 1,901,338 |
Proposal 4 – Warrant Exercise Proposal. The Warrant Exercise Proposal was approved, as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 873,644 |
394,876 | 14,643 | 1,901,338 |
Proposal 5 – Auditor Proposal. The Auditor Proposal was approved, as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 3,720,419 |
388,041 | 1,082,585 | 0 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Baudax Bio, Inc | ||
| By: | /s/ Gerri A. Henwood | |
| Name: | Gerri A. Henwood | |
| Title: | Chief Executive Officer | |
Date: October 13, 2023